Exhibit 4.2


 


THIRD AMENDMENT TO RECEIVABLES PURCHASE AND
CONTRIBUTION AGREEMENT


 


This THIRD AMENDMENT TO RECEIVABLES PURCHASE
AND CONTRIBUTION AGREEMENT, dated as of June 17, 2004 (this “Amendment”),
is entered into among: (i) RFS Holding, L.L.C., a Delaware limited liability
company (“Seller”); and (ii) RFS Funding Trust, a Delaware statutory
trust (“Buyer”).


 


BACKGROUND


 


1.                                       Seller and Buyer
are parties to the Receivables Purchase and Contribution Agreement, dated as of
June 27, 2003, and as amended by the First Amendment dated as of September 25,
2003 between Seller and Buyer and the Omnibus Amendment No. 1 to Securitization
Documents, dated as of February 9, 2004, among Seller, Buyer and certain other
parties (the “RPCA”).


 


2.                                       Buyer and Seller
desire to amend the RPCA as set forth herein.


 


AMENDMENTS


 


The parties hereto agree as follows:


 


SECTION 1. 
DEFINITIONS.  As used
herein, (a) capitalized terms which are defined in the preamble hereto
shall have the meanings as so defined, and (b) capitalized terms not so defined
shall have the meanings set forth in the RPCA as amended hereby.


 


SECTION 2. 
AMENDMENTS TO RPCA.  The
RPCA shall be amended as set forth below:


 


(a)                    The definition
of “Note Trust Principal Balance” is amended by deleting clause (a) of such definition
and substituting the following therefor: “(a) the Aggregate Principal
Receivables (calculated without subtraction of Specified Retailer
Receivables)”.


 


(b)                   The definition
of “Free Equity Amount” is amended in its entirety to read as follows:


 


““Free
Equity Amount” means, at any time, the sum of (i) the excess, if any of the
Note Trust Principal Balance at such time over the aggregate of the portions of
the Note Trust Principal Balance then allocated as collateral (referred to in
the Indenture as the “Collateral Amount”), plus (b) the amount of funds on
deposit in the Collection Account or any other “Trust Account” (as defined in
the Indenture) that will be applied to pay the principal amount of the Notes of
any series on the following Payment Date, but only to the extent not deducted
for purposes of determining the “Collateral Amount” (as defined in the
Indenture) for any series of Notes.”


 


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SECTION 3. 
EFFECTIVENESS.  This
Amendment shall become effective as of the date first written above; provided
that (i) Buyer and Seller shall have executed a counterpart of this Amendment,
and (ii) the Lender (as defined in the Trust Agreement) shall have consented to
this Amendment.


 


SECTION 4. 
BINDING EFFECT; RATIFICATION. 
(a)   On and after the execution and delivery hereof,
(i) this Amendment shall be a part of the RPCA and (ii) each
reference in the RPCA to “this Agreement”, “hereof”, “hereunder” or words of
like import, and each reference in any other Related Document to the RPCA,
shall mean and be a reference to such RPCA as amended hereby.


 


(b)                                 Except as expressly
amended hereby, the RPCA shall remain in full force and effect and is hereby
ratified and confirmed by the parties hereto.


 


SECTION 5. 
MISCELLANEOUS. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.


 


(b)                                 Headings used herein
are for convenience of reference only and shall not affect the meaning of this
Amendment.


 


(c)                                  This Amendment may be
executed in any number of counterparts, and by the parties hereto on separate
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same agreement.  Executed counterparts may be delivered electronically.


 


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IN WITNESS WHEREOF,
the parties have executed this Amendment by their respective officers thereunto
duly authorized as of the date first above written.


 


	
   

  	
  RFS HOLDING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer and Principal

  	
   

  
	
   

  	
   

  	
   

  	
  Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS FUNDING TRUST

  
	
   

  	
   

  
	
   

  	
  By: General Electric Capital Corporation,
  not in its

  individual capacity but solely as Administrator on behalf of

  RFS Funding Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
										



 


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  Acknowledged and Consented to:

  	
   

  
	
   

  	
   

  
	
  GENERAL ELECTRIC
  CAPITAL CORPORATION,

  as Collateral Agent and Operating Agent for the Lender

  under the Funding Agreement (as defined in the RFS

  Funding Trust Agreement)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  Chief Financial Officer and Principal

  	
   

  	
   

  
	
   

  	
   

  	
  Financial Officer

  	
   

  	
   

  
								



 


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